SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Coliseum Capital Management, LLC (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/09/2015	3. Issuer Name and Ticker or Trading Symbol UNIVERSAL TECHNICAL INSTITUTE INC [ UTI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,381,916	I	See footnotes(1)(2)
Common Stock	2,400(3)	D
Common Stock	39,075	I	See footnote(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Coliseum Capital Management, LLC (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shackelton Christopher S (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR, (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Coliseum Capital, LLC (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR, (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COLISEUM CAPITAL PARTNERS, L.P. (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR, (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Coliseum Capital Partners II, L.P. (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR, (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gray Adam (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR, (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are directly held as follows: (a) 1,441,444 shares by Coliseum Capital Partners, L.P., an investment limited partnership ("CCP"), of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) 373,653 shares by Coliseum Capital Partners II, L.P., an investment limited partnership ("CCP2"), of which CC is general partner and for which CCM serves as investment adviser, and (c) 566,819 shares by a separate account investment advisory client of CCM (the "Separate Account").

2. Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

3. These securities are beneficially owned solely by Shackelton.

4. These securities are beneficially owned solely by Shackelton and consist of (a) 28,875 shares held by Shackelton's spouse and (b) 10,200 shares held by trusts for the benefit of Shackelton's descendants. Shackelton disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/11/2015
	Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/11/2015
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/11/2015
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/11/2015
	Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/11/2015
	Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	12/11/2015
	** Signature of Reporting Person	Date
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